Corporate governancE

OUR BUSINESS

Throughout our history, Domino’s Pizza Enterprises Ltd has established and practised strong corporate governance principles. We are committed to being first-class corporate citizens, dedicated to continuous improvement.

We recognise our responsibilities to all stakeholders and, accordingly, investing in compliance efforts and proper (ESG) risk management to protect our people and our business.

Our commitment to Domino’s for Good is a natural evolution in our progress as a responsible company.

- Jack Cowin
Chairman, Domino’s Pizza Enterprises Ltd

 

OUR BOARD AND COMMITTEES ARE INDEPENDENT AND REPRESENT OUR SHAREHOLDERS

Domino’s current has six non-executive directors, five of whom are independent (Directors Schreiber, O'Grady, Huber, Bourke and Peake). Accordingly the percentage of non-executive director independence is 83%.

On this basis, both our Audit Committee & Risk Committee, and our Nomination Culture and Remuneration Committee are 100% independent.

OUR GOVERNANCE ENSURES SHAREHOLDER DEMOCRACY

As per our Company Constitution one common share entitles the holder to one vote. The voting securities are ordinary shares and there are no unusual restrictions on voting rights, as outlined in the constitution. This means that we do not offer non-voting preference shares, non-voting shares without preference, multiple voting rights shares, priority shares, golden shares or voting rights ceilings.

WE PROVIDE EQUAL ACCESS TO OUR AGM

From 2021, the Domino’s Pizza Enterprises Ltd Annual General Meeting will be conducted in a ‘hybrid’ format, allowing online and in-person attendance, on equal basis.

Direct voting will be allowed for online participants.

WE HAVE CLEAR POLICIES TO ENSURE ETHICAL BUSINESS OPERATIONS

At Domino’s, we have clear policies to ensure ethical business operations. As can be found in our publicly available corporate governance information, Domino’s has very specific policies around ethics, including:

CLEAR CHARTERS OF THE BOARD AND COMMITTEES.

Domino’s Pizza Enterprises Ltd has clearly outlined charters for the Board and committees, as well as a Code of Conduct for Directors and Officers. These are available below.

WE WORK PRODUCTIVELY WITH GOVERNMENTS

Domino’s operates in many jurisdictions throughout Australia, New Zealand, Japan and Europe and we work productively with governments. In Europe and Australia, for example, we have engaged with local government to strengthen safety measures for delivery drivers and riders. During the Covid-19 pandemic, we actively worked with governments around enforced shutdowns of stores to advocate for our franchisees and employees during difficult times.

WE ENGAGE ON POLICY, NOT POLITICS

Domino’s is politically impartial and it is our policy to not make political contributions in any region in which we operate. This is stated explicitly in our Code of Conduct. Accordingly, we do not contribute funds to any political party, politician or candidate for public office. We do not prohibit our employees from making personal political contributions, but they are required to not use their role with Domino’s for political interests at any time.

Domino’s position is to engage on matters of policy, not politics. We spend less than $100,000 per year on consultants to discuss matters of policy relevant to our business and franchisees with government. Governments may also ask Domino’s to make submissions to parliamentary committees to help shape public policy – recent examples of this include franchisees, wage theft and digital development.

 
 

POLICIES AND GOVERNANCE DOCUMENTS

Board